Business Buying Masterclass Podcast

Auteur(s): The nuts and bolts of buying and selling a small business!
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  • Résumé

  • Huge Announcement!! 🚨 Back by popular demand! The Free M&A Masterclass Version 2.0 🔥👀 Version 1.0 drew over 8,000 subscribers Now, Kevin Henderson and I are taking our knowledge from our experience closing BILLIONS in M&A and giving it away… Co

    masterclass.thesmbcenter.com
    The SMB Center LLC
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Économie
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Épisodes
  • Session #11: Financial Due Diligence

    Session #11: Financial Due Diligence
    Jul 6 2024
    Welcome back to the Business Buying Masterclass! In today’s session, we dive into the critical topic of financial due diligence, a cornerstone in the acquisition process. To enrich our discussion, we’ll integrate insights from industry experts Chris Williamson of Cayne Crossing and Elliott Holland of Guardian Due Diligence.Thank you for tuning in to the 11th session of this Business Buying Masterclass. Let’s get started!The Business Buying Masterclass is now part of The SMB Center! 🎉The SMB Center is your go-to destination for essential resources, practical tools, and expert insights tailored to small and medium-sized business entrepreneurs like you. This includes hundreds of articles on business buying (Entrepreneurship Through Acquisition) and valuable tools like our Leveraged Buyout Model and LOI Template — all for FREE.IntroductionCongratulations on making it through the toughest part: getting the seller and broker on board and finalizing your Letter of Intent (LOI).Now that you're under LOI, the seller is willing to lift the proverbial ‘hood’ of the business and provide access to detailed financial information. This is your first look at the data underlying the information provided in the Confidential Information Memorandum (CIM). It’s a crucial phase where the rubber meets the road, offering a real glimpse into the business’s actual performance and financial health.In this session, our goal is to help you navigate the post-LOI deal roadmap, focusing on the essential steps and best practices for conducting financial due diligence. We will explore the nuances of Quality of Earnings (QofE) reports, share expert advice on identifying red flags, and provide actionable tips to ensure you’re making a well-informed decision.Guest ContributorsElliott Holland is the founder and managing director of Guardian Due Diligence, a firm specializing in Quality of Earnings (QofE) for small and medium-sized business (SMB) transactions. With a rich background in private equity and a Harvard MBA, Elliott brings over 20 years of experience in evaluating and managing acquisitions. Guardian Due Diligence has supported numerous entrepreneurs and investors in making informed decisions by providing comprehensive financial due diligence and QofE reports. Elliott is known for his deep understanding of SMB dynamics and his commitment to ensuring clients avoid costly mistakes and uncover potential fraud in their transactions.Chris Williamson is a founding partner of Cayne Crossing, a boutique consulting firm focused exclusively on financial due diligence and Quality of Earnings (QofE) for small and medium-sized businesses (SMBs). With over 20 years of experience and a background in Big Four accounting, Chris has led over 1,000 transactions, providing clients with the insights needed to make informed decisions. Cayne Crossing is renowned for its hands-on approach and deep understanding of the unique challenges in the SMB market. Chris is passionate about entrepreneurship and leverages his extensive experience to help clients navigate the complexities of financial due diligence, ensuring they uncover the true financial health of potential acquisitions.Financial Due Diligence: The First Look Under the HoodFinancial due diligence is the process of verifying the financial information provided by the seller. It aims to confirm that the business's reported earnings, expenses, and assets are accurate and provide a true reflection of its financial health. This process typically includes a thorough review of financial statements, tax returns, customer contracts, and other relevant documents.Chris Williamson of Cayne Crossing emphasizes the importance of this step: "Financial statement quality across SMBs is the wild wild west. There is no concept of Generally Accepted Accounting Principles (GAAP) in this end of the world. This means the baseline of your valuation, EBITDA/SDE, may be totally incorrect and at the mercy of the seller’s (often) biased interpretation of their financial picture.”The Role of a Quality of Earnings (QofE) ReportA Quality of Earnings (QofE) report is a comprehensive financial assessment designed to bridge the gap between the business's financial statements and reality. Here is a clip from Mundane Millionaires of Elliott explaining what a QofE is: Chris further explains that: "A QofE focuses on illustrating the true or 'normalized' state of historical EBITDA and how it bridges to free cash flow. In short, what you receive from a seller or their broker is often an (unintentionally) misconstrued view of the reality of the business you will be taking over."Elliott Holland from Guardian Due Diligence adds, "The financial part of a quality of earnings is somewhat similar deal to deal. The data inputs vary. The work you have to do to get them into a standard format varies. But the output is pretty consistent. If you look at a hundred reputable firms' quality of earnings, we'll structure stuff ...
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    16 min
  • Session #10: You're under LOI, Now What?

    Session #10: You're under LOI, Now What?
    Jun 22 2024
    Thanks for reading The Business Buying Masterclass! Subscribe for free to receive new posts and support my work.IntroductionCongratulations on making it through the toughest part: getting the seller and broker on board and finalizing your Letter of Intent (LOI). Now, where do you go from here?In today's session, our goal is to help you navigate the post-LOI deal roadmap.Before we dive in, remember that no two transactions are the same. Sellers and brokers may have strong opinions about timeframes, due diligence, and the overall deal process. While it's important to be diplomatic, remember that when you're planning to invest millions of dollars, you don't need to walk on eggshells. Always protect yourself against those dreaded busted deal fees!Most transactions follow a similar cadence. Here are the general steps:* Conducting Financial Due Diligence (and Renegotiating Terms!)* Business Due Diligence* Securing Your Financing (SBA or Conventional)* Negotiating with Potential Investors (From Term Sheet to Subscription)* Legal Due Diligence* Negotiating Agreements* Closing* Post-Closing ConsiderationsAs you navigate each step, it’s crucial to see the big picture and keep track of what still needs to be done.Thank you for tuning in to the 10th session of this Business Buying Masterclass. Let’s get started! The Business Buying Masterclass is now part of The SMB Center! 🎉The SMB Center is your go-to destination for essential resources, practical tools, and expert insights tailored to small and medium-sized business entrepreneurs like you. This includes hundreds of articles on business buying (Entrepreneurship Through Acquisition) and valuable tools like our Leveraged Buyout Model and LOI Template — all for FREE.The Change in Leverage PositionsOnce you're under an LOI with exclusivity, typically for 60 to 90 days (always ask for 90!), the leverage shifts in your favor as the buyer.The seller is forced to remove the business from the market, granting you a unique position of influence—they are desperate to close the deal and you’re the only game in town!This exclusivity period is crucial as it allows you to thoroughly evaluate the business without the pressure of competing offers.Move expeditiously through this period… time kills deals!Conducting Financial Due Diligence (and Renegotiating Terms!)Now you get to open the hood and see what you're really buying!We strongly recommend hiring a quality of earnings (QoE) provider that has an offering tailored for SMBs.There are many… send us a message for recommendations!You want to ensure that the numbers from the Confidential Information Memorandum (CIM) tie out to reality through a proof of cash and double-check that the add-backs are bona fide.You’ll also want to smoke out issues like customer and supplier concentration, and declining financial performance.A little insider baseball:As of June 2024, about 60% of deals need to be renegotiated post-QoE or financial due diligence.A common trap for the unwary is when financially sophisticated clients attempt to conduct their own QoE.These transactions move fast, often involve poor bookkeeping, and inexperienced sellers. It’s better to let the experts handle it.Also, working capital is often overlooked, and we'll do a deeper dive on this later in the course.Business Due DiligenceNow, you need to get familiar with the operations of the business and confirm that you are properly equipped to run this type of business!This means assessing everything from your ability to work with the type of employees in the business (who are often very blue-collar), to technical insider lingo and navigating industry diplomacy.Understanding the day-to-day operations and the company's culture will help ensure a smoother transition.Securing Your Financing (SBA or Conventional)Securing financing is a key early step in the acquisition process.Your goal: obtain a term sheet and commitment letter from an SBA 7(a) lender or conventional financing source.There are many great lenders who specialize in large acquisition financing, and many excellent brokers who can assist in securing the financing.Evaluating both SBA and conventional financing options will help you choose the best fit for your acquisition.Negotiating with Potential Investors (From Term Sheet to Subscription)Next, and likely simultaneously with your financing, you’ll want to have a meeting of the minds with your prospective investors.They will look at you, the business, the acquisition terms, and the investment terms (more on this in future issues).The goal is to get those investors to sign subscription documents and wire funds.These investments are almost always governed by Regulation D, including Rule 506(b) and 506(c), and all investors should typically be accredited.Pro tip! If you have a good deal, you will almost always find investors to support your acquisition. Don’t be afraid to chase a larger target than you might be able to afford on your own, as you...
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    11 min
  • Session #9: The Masterclass is Back! A Recap

    Session #9: The Masterclass is Back! A Recap
    Sep 16 2023

    After a short break for the Summer, the Business Buying Masterclass is back.

    And, we couldn’t be more excited to continue this journey with you!

    In today’s session, we’ll recap the topics we’ve covered in the class thus far and give an outline of what’s to come!

    Spoiler alert: We have poured time into building out the rest of the masterclass and we’re super excited for what’s to come. We’re going to cover everything—due diligence, business valuation, debt financing, attracting investors, negotiating deal documents, holding company considerations, tax matters, war stories and so much more!

    Thanks for coming back for this 9th Session of this Business Buying Masterclass!

    Did you know that Kevin and Eric have launched a new podcast called Mundane Millionaires?

    Each week, we publish and audio and video podcast of interviews with incredible entrepreneurs just like you who building time and financial wealth as entrepreneurs.

    Last week, we sat down with Raleigh Williams, a former big law lawyer turned entrepreneur, who had a whopping $26 million exit.

    Listen to or watch the latest episode today and please leave us a five star review on your favorite podcasting platforms!



    Get full access to The Business Buying Masterclass at masterclass.thesmbcenter.com/subscribe
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    11 min

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